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1. Parties: Identification of all parties to the termination agreement, including their legal names and addresses
2. Background: Reference to the original collaboration agreement, its date, and brief context for the termination
3. Definitions: Key terms used throughout the agreement, including terms carried over from the original collaboration agreement
4. Termination Date: Specifies the effective date of termination and any transitional periods
5. Mutual Release: Release of claims and obligations between parties, subject to exceptions specified in the agreement
6. Outstanding Obligations: Identification and settlement of any remaining financial or operational obligations
7. Confidentiality: Ongoing obligations regarding confidential information and trade secrets
8. Return of Property: Requirements and timeline for returning physical and digital assets
9. Public Announcements: Protocol for communications regarding the termination
10. Survival Provisions: Clauses from the original agreement that will survive termination
11. Governing Law: Specification of applicable Canadian jurisdiction and laws
12. Execution: Signature blocks and execution requirements
1. Intellectual Property Rights: Division and future usage rights of jointly developed IP, used when IP was created during collaboration
2. Employee Transfers: Arrangements for any shared employees or contractors, included when workforce changes are needed
3. Customer/Client Transition: Process for transitioning shared customers or clients, used when client relationships need to be allocated
4. Non-Compete Provisions: Post-termination competition restrictions, included when market protection is needed
5. Asset Division: Detailed process for dividing jointly owned assets, used for complex asset ownership situations
6. Dispute Resolution: Specific procedures for resolving disagreements, added for high-value or complex terminations
7. Tax Considerations: Special tax provisions or allocations, included when tax implications are significant
8. Insurance and Indemnification: Special insurance requirements and ongoing indemnification obligations, used for high-risk situations
1. Schedule A - Financial Settlement: Detailed breakdown of final financial settlements, including payment terms and amounts
2. Schedule B - Asset Inventory: Comprehensive list of assets to be divided or returned
3. Schedule C - Intellectual Property Register: List of IP rights and their allocation between parties
4. Schedule D - Transition Timeline: Detailed timeline for implementing various aspects of the termination
5. Schedule E - Customer/Client List: Allocation of shared customers or clients between parties
6. Appendix 1 - Required Notices: Templates for required notices to third parties
7. Appendix 2 - Closing Documents: List of documents required for completing the termination
8. Appendix 3 - Public Announcement Draft: Approved language for public communications about the termination
Original Collaboration Agreement
Effective Date
Termination Date
Transition Period
Parties
Confidential Information
Intellectual Property
Joint IP
Pre-Existing IP
Developed IP
Collaborative Work
Assets
Joint Assets
Business Day
Force Majeure
Governing Law
Liabilities
Outstanding Obligations
Material Breach
Mutual Release
Public Announcement
Representatives
Shared Customers
Survival Provisions
Territory
Trade Secrets
Transition Services
Working Day
Dispute
Confidentiality Obligations
Non-Compete Obligations
Related Entities
Proprietary Information
Settlement Amount
Definitions
Termination
Effective Date
Mutual Release
Financial Settlement
Asset Division
Intellectual Property Rights
Confidentiality
Non-Compete
Non-Solicitation
Return of Property
Outstanding Obligations
Transition Arrangements
Public Announcements
Representations and Warranties
Indemnification
Dispute Resolution
Governing Law
Jurisdiction
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Costs
Further Assurance
Counterparts
Survival
Third Party Rights
Technology
Manufacturing
Professional Services
Healthcare
Education
Research & Development
Construction
Retail
Financial Services
Media & Entertainment
Biotechnology
Real Estate
Energy
Consulting
Legal
Executive Leadership
Business Development
Operations
Finance
Compliance
Risk Management
Corporate Affairs
Project Management
Strategic Planning
Contract Administration
Chief Executive Officer
Chief Legal Officer
General Counsel
Business Development Manager
Chief Operating Officer
Partnership Manager
Legal Counsel
Contract Manager
Chief Financial Officer
Corporate Secretary
Strategic Alliance Director
Operations Manager
Project Manager
Risk Manager
Compliance Officer
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